The Board of Directors of Gannett Co., Inc. agreed to spin-off publishing business of Gannett Co., Inc. (NYSE:GCI) on August 5, 2014. The separation of the Publishing business will be implemented through a tax-free distribution of Gannett's Publishing assets to shareholders. Publishing business will be virtually debt-free after the separation, with all of Gannett's existing debt retained by the Broadcasting and Digital company. The separated entity shall be known as Tegna. Simultaneously, Gannett has also signed a definitive agreement to acquire full ownership of Cars.com. Following the separation, the Publishing company will retain the Gannett name and is expected to be listed for trading on the NYSE and will remain headquartered in McLean. Gannett Co. will focus on Broadcasting and Digital businesses.

Robert J. Dickey, currently President of Gannett's U.S. Community Publishing division, will become Chief Executive Officer of the Publishing company upon completion of the separation. The transaction is subject to a number of conditions, including final approval of Gannett's Board of Directors, receipt of an opinion from tax counsel, the effectiveness of a Form 10 registration statement to be filed with the SEC, and other customary matters. The transaction is expected to be completed mid-2015. As of May 1, 2015, Gannett Co announced that the name of the company will be TEGNA Inc. As of June 8, 2015, the transaction was approved by the Board of Directors of Gannett Co., Inc. Under the terms of the transaction, Gannett shareholders will retain their shares of Gannett to be renamed TEGNA and receive 1 share of new Gannett for every 2 shares of Gannett stock they own on the record date of June 22, 2015, and new Gannett shares will begin regular way trading on June 29, 2015. Upon completion of the separation, TEGNA will trade on the New York Stock Exchange under the ticker symbol TGNA and new Gannett will trade under the symbol GCI.

Gracia Martore, President and Chief Executive Officer of Gannett, will serve as President and Chief Executive Officer of TEGNA upon completion of the separation. Larry Kramer will retire from his position as President and Publisher of USA TODAY and is expected to become a director of new Gannett following the close of the transaction. Debra Sandler and Chloe Sladden will serve on Gannett's Board of Directors. John Jeffry Louis will serve as Chairman of Gannett's Board and President and Chief Executive Officer Robert Dickey, John Cody, Lila Ibrahim and Tony Prophet also will serve as directors. Effective as of the completion of the separation, Henry McGee will serve on TEGNA's Board of Directors. Current Gannett Board Chairman Marjorie Magner will serve as Chairman of TEGNA's Board of Directors and Howard Elias, Lidia Fonseca, Jill Greenthal, Gracia Martore, Scott McCune, Susan Ness, Bruce Nolop and Neal Shapiro also will serve as TEGNA directors. The transaction is expected to be completed on June 29, 2015. As of June 30, 2015, Gannett Co. filed the merger agreement for the spin off. Greenhill & Co. acted as financial advisor and Edward D. Herlihy, Igor Kirman and David K. Lam, Victor Goldfeld, Viktor Sapezhnikov and Matthew I. Danzig of Wachtell, Lipton, Rosen & Katz acted as legal advisors for Gannett. George Sard, Stephanie Pillersdorf and Pamela Blum of Sard Verbinnen & Co. acted as public relations advisors for Gannett. Houlihan Lokey acted as financial advisor to the Board of Directors of Gannett Co., Inc.

Gannett Co., Inc. (NYSE:GCI) completed the spin-off of publishing business to its shareholders for $1.6 billion on June 29, 2015. The company signed an agreeement on June 22, 2015, according to which the parent distributed 98.5% of the outstanding stock to the shareholders on June 29, 2015. Alison K. Engel, Maribel Wadsworth, Barbara W. Wall, David A. Payne and John M. Zidich became executive officers of the company. Robert J. Dickey, previously appointed as an executive officer of the Company, is the company's President and Chief Executive Officer.